UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549

FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011

For the quarterly period ended June 30, 2010

or
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______

For the transition period from _______ to _________

Commission File No.: 000-12561

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)Charter)
 
Nevada 95-3819300
(State or other jurisdiction of incorporation)
incorporation or organization)
 I.R.S. Employer(IRS Employee Identification NumberNo.)

Building 34/F West Wing Dingheng Plaza,
No. 28 Feng Tai45A North Fengtai Road,
Beijing, China, 100071
(Address (Address of principal executive offices)offices, including Zip Code)

(011) 86-10-63860500(86) 10-6386-0500
(Registrant's (Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  YesNo o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  oYes o Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small“smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer oAccelerated filero
Non-accelerated filer o
           (Do not check if a smaller reporting company)Large Accelerated Filer o     Accelerated Filer o     Non-Accelerated Filer o     Smaller Reporting Company x
Smaller reporting companyx

Indicate by check mark whether the registrant is a shell company (asas defined in Rule 12b-2 of the Exchange Act).
Act. Yes o YesNo x No

TheState the number of shares outstanding of each of the issuer’s classes of common stock, $.001 per share, outstandingequity, as at Augustof May 16, 2010 was 15,233,652.
2011: 15,233,652
 
CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.

QUARTERLY REPORT ON FORM 10-Q
March 31, 2011

TABLE OF CONTENTS

INDEX

   PagePAGE
PART 1 - FINANCIAL INFORMATION  
Item 1.
Financial Statements (Unaudited). 4
Item 1.  Financial Statements
 Condensed Consolidated Balance Sheets as at June 30, 2010March 31, 2011 (unaudited) and December 31, 20092010 34
 Condensed Consolidated Statements of Operations for the sixThree Months Ended June 30,March 31, 2011 and 2010 and 2009 (unaudited) 45
 Condensed Consolidated Statements of Cash Flows for the sixThree Months Ended June 30,March 31, 2011 and 2010 and 2009 (unaudited) 56
 Condensed Consolidated Statements of Stockholders' Equity and other comprehensiveComprehensive Income for the sixThree Months Ended June 30,March 31, 2011 and 2010 (unaudited) and 2009 67
 Notes to Condensed Consolidated Financial Statements (unaudited) 78-14
Item 2.  Management'sManagement’s Discussion and Analysis of Financial Condition and Results of OperationsOperations. 15
Item 3.Quantitative and Qualitative Disclosures About Market RiskRisk. 1918
Item 4.Controls and Procedures. 18
Item 4T.  Controls and Procedures19
   
PART 2II - OTHER INFORMATION  
    
Item 6.Exhibits. Item 1.  Legal Proceedings20
Item 1A. Risk Factors
20
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
20
Item 3.  Defaults Upon Senior Securities
20
Item 4.  Removed and Reserved
20
Item 5.  Other Information
20
Item 6.  Exhibits2119
   
SIGNATURES Signatures2220

2
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS REPORT

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to China Solar & Clean Energy Solutions, Inc. and its subsidiaries. “SEC” refers to the Securities and Exchange Commission.

 
 
3
PART I—FINANCIAL INFORMATION

Item 1.                 Financial Statements
Statements.
 
CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

  
As of 
June 30,
2010
  
As of 
December 31,
2009
 
   (Unaudited)    
ASSETS      
Current assets:      
Cash and cash equivalents $3,596,126  $4,980,717 
Accounts receivable, net  9,982,618   8,067,944 
Inventories  5,122,077   4,547,170 
Other receivables and prepayments  3,119,287   1,733,695 
Deferred tax assets  587,932   588,016 
Total current assets  22,408,040   19,917,542 
         
Property and equipment, net  13,646,414   13,775,554 
Goodwill  1,977,652   1,967,153 
Land use rights  1,583,016   1,592,140 
Investment in Trueframe International Limited  3,740,972   3,812,806 
TOTAL ASSETS $43,356,094  $41,065,195 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable, trade $1,602,749  $1,601,002 
Taxes payable  1,459,445   1,278,974 
Other payables and accrued liabilities  9,794,925   9,977,178 
Loan payable-employee  1,998,277   1,266,747 
    Short-term loans  736,279     
Total current liabilities  15,591,675   14,123,901 
         
Long-term liabilities                                -   156,410 
Total liabilities  15,591,675   14,280,311 
         
Stockholders’ equity        
Common stock, $0.001 par value, 66,666,667 shares authorized, 15,233,652 shares issued and outstanding  15,233   15,233 
Additional paid-in capital  22,611,909   22,611,909 
Accumulated other comprehensive income  801,018   693,016 
Retained earnings  3,847,460   3,100,294 
Total stockholders’ equity-China Solar  27,275,620   26,420,452 
Non-controlling interest in subsidiary  488,799   364,432 
Total Stockholder’s Equity  27,764,419   26,784,884 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $43,356,094  $41,065,195 

  
As of 
March 31,
2011
  
As of 
December 31,
2010
 
  (Unaudited)    
ASSETS      
Current assets:      
Cash and cash equivalents $5,092,023  $5,048,133 
Accounts receivable, net  8,694,692   10,011,187 
Inventories  9,825,946   7,808,225 
Other receivables and prepayments  2,402,567   2,366,870 
Deferred tax assets  745,512   745,512 
Total current assets  26,760,740   25,979,927 
         
Property and equipment, net  13,719,889   13,706,953 
Goodwill  2,046,397   2,026,468 
Land use rights,net  1,605,107   1,599,243 
Investment in Trueframe International Limited  4,393,588   4,339,070 
TOTAL ASSETS $48,525,721  $47,651,661 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Short-term loan - bank $-  $754,979 
Accounts payable  2,640,785   3,004,454 
Customer deposit payable  10,289,341   7,254,392 
Taxes payable  560,263   863,280 
Other payables and accrued liabilities  4,159,739   4,547,531 
Employee loan  1,937,893   1,945,823 
Current portion of long-term liabilities  1,248,856   1,236,354 
Total current liabilities and total liabilities  20,836,877   19,606,813 
         
Stockholders’ equity        
Convertible preferred stock: par value $0.001, 25,000,000 shares authorized, 0 shares issued and outstanding  -   - 
Common stock, $0.001 par value, 66,666,667 shares authorized, 15,233,652 shares issued and outstanding at March 31, 2011 and December 31, 2010  15,233   15,233 
Additional paid-in capital  22,611,909   22,611,909 
Accumulated other comprehensive income  1,773,501   1,485,064 
Retained earnings  2,815,780   3,504,112 
Total stockholders’ equity-China Solar  27,216,423   27,616,318 
Non-controlling interest in subsidiary  472,421   428,530 
Total Stockholder’s Equity  27,688,844   28,044,848 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $48,525,721  $47,651,661 
See accompanying notes to condensed consolidated financial statements.
 
34
CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
  Three months ended March 31, 
  2011  2010 
       
       
Revenue $3,551,129  $3,896,414 
Cost of revenue  2,863,871   2,735,004 
Gross profit  687,258   1,161,410 
         
Operating expenses        
Depreciation and amortization  126,182   122,513 
Selling and distribution  675,120   627,069 
General and administrative  406,516   596,765 
Total operating expenses  1,207,818   1,346,347 
         
Loss from operations  (520,560)  (184,937)
         
Other income (expenses):        
Interest expense, net of interest income  (116,865)  628 
Equity in loss of non-consolidated subsidiary  (1,811)  (72,175)
Total other  income (expenses)  (118,676)  (71,547)
         
Loss Before Income Taxes  (639,236)  (256,484)
Income tax expense  9,330   66,177 
Net Loss  (648,566)  (322,661)
Less: Net Income attributable to non-controlling interests  39,766   4,999 
Net loss attributable to the Company $(688,332) $(327,660)
         
         
Earnings (losses) per common share - Basic and Diluted $(0.05) $(0.02)
         
Weighted average common shares outstanding - Basic and Diluted  15,233,652   15,815,125 
 
CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
  
Three months ended
June 30,
  
six months ended
June 30,
 
  2010  2009  2010  2009 
     (restated)     (restated) 
Revenue, net $10,705,927  $13,306,863  $14,602,341  $16,960,658 
Cost of revenue  7,713,567   10,023,837   10,448,571   12,791,818 
Gross profit  2,992,360   3,283,026   4,153,770   4,168,840 
                 
Operating expenses                
Depreciation and amortization  104,311   103,285   226,824   191,906 
Selling and distribution  729,260   480,587   1,356,329   1,040,072 
General and administrative  695,125   650,909   1,291,786   1,550,535 
Total operating expenses  1,528,696   1,234,781   2,874,939   2,782,513 
Income from operations  1,463,664   2,048,245   1,278,831   1,386,327 
Other income (expenses):      0         
Other income  146   6,559   161   43,837 
Interest income  139   2,451   767   2,456 
Other expense  (3,682)  (41,438)  (3,801)  (50,869)
Reversal of reserve for bad debts  -   127,245   -   127,245 
Interest expense  (88,165)  (39,490)  (160,340)  (86,649)
Loss from non-consolidated subsidiries  (72,000)    -   (72,000)   - 
Total other  income (expenses)  (163,562)  55,327   (235,213)  36,020 
gain on sale of discontinued operation net of tax  -   652,753   -   652,753 
                 
Income(Loss) From Continuing Operations Before Income Taxes  1,300,102   2,756,325   1,043,618   2,075,100 
                 
Income tax expense  105,908   173,135   172,085   198,738 
                 
Income(Loss) From Continuing Operations  1,194,194   2,583,190   871,533   1,876,362 
                 
Income(Loss) From Discontinued Operations(net of tax)  -   -  　-   (512,390)
                 
Net Income(Loss)  1,194,194   2,583,190   871,533   1,363,972 
Less:Net Income Attributable To Non-controlling interest  119,368  
　76,543
   124,367   86,549 
Net Income(Loss) Attributable To China Solar Shareholders $1,074,826  $2,506,647  $747,166  $1,277,423 
Basic and Diluted                
continuing operations $0.08  $0.16  $0.06  $0.12 
discontinued operations $0.00  $0.00  $0.00  $(0.03)
   0.08   0.16   0.06   0.09 
Weighted average shares outstanding – Basic and Diluted  15,233,652   16,173,016   15,233,652   16,123,921 
See accompanying notes to condensed consolidated financial statements.
4
CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
  
six months ended
June 30,
 
  2010  2009 
     (restated) 
Cash flows from operating activities:      
Net effect of discontiuned operation $-  $3,249,424 
Net cash used in operating activities  (2,143,894)  (3,245,825)
   (2,143,894)  3,599 
Cash flows from investing activities:        
Acquisition of companies,net of cash acquired        
Disposal of subsidiary  -   439,122 
Purchase of property, plant and equipment  (117,516)  (231,528)
payment for other intangible assets        
Net effect of discontiuned operation  -   (8,420)
Net cash used in investing activities  (117,516)  199,174 
         
Cash flows from financing activities:        
Proceeds from non-controlling shareholder  -   51,231 
Cash received from borrowings  732,732     
Proceeds from warrants exercised        
Net effect of discontiuned operation          
Net cash provided by financing activities  732,732   51,231 
         
         
Foreign currency translation adjustment  144,087   (10)
         
NET CHANGE IN CASH AND CASH EQUIVALENTS  (1,384,591)  253,994 
         
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD  4,980,717   2,405,644 
         
CASH AND CASH EQUIVALENTS, END OF PERIOD $3,596,126  $2,659,638 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION        
Cash paid for income taxes $132,453  $129,318 
Cash paid for interest expenses $101,715  $86,649 

See accompanying notes to condensed consolidated financial statements
 
5

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND OTHER COMPREHENSIVE INCOME
(Currency expressed in United States Dollars (“US$”), except for number of shares)CASH FLOWS
(Unaudited)
 
  Preferred stock  Common stock  Additional  
Accumulated
other
     Non-controlling  Total 
  
No. of
shares
  
Par
value
  
No. of
shares
  
Par
value
  
paid-in
Capital
  
comprehensive
income
  
Retained
Earnings
  
interest in 
subsidiary
  
stockholders’
equity
 
Balance as of Jan 1, 2010  -   -   15,233,652   15,233   22,611,909   693,016   3,100,294   364,432   26,784,884 
Net income                          747,166   124,367   871,533 
Foreign currency translation adjustment                      108,002           108,002 
Balance as of June 30, 2010  -   -   15,233,652   15,233   22,611,909   801,018   3,847,460   488,799   27,764,419 
  Three months ended March 31, 
  2011  2010 
       
       
Cash flows from operating activities:      
Net cash provided by (used in) operating activities $762,904  $(1,433,190)
   762,904   (1,433,190)
Cash flows from investing activities:        
Purchase of property, plant and equipment  (6,323)  (110,255)
Net cash used in investing activities  (6,323)  (110,255)
         
Cash flows from financing activities:        
       Repayment of bank loan  (762,614)  - 
Net cash used in financing activities  (762,614)  - 
         
         
Effect of exchange rate on cash and cash equivalents  49,923   986 
         
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS  43,890   (1,542,459)
         
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD  5,048,133   4,980,717 
         
CASH AND CASH EQUIVALENTS, END OF PERIOD $5,092,023  $3,438,258 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION        
Cash paid for income taxes $81,942  $95,658 
Cash paid for interest expenses $65,839  $72,535 
 
See accompanying notes to condensed consolidated financial statementsstatements.
 
6
CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
  
As of 
March 31, 2011
  
As of 
March 31, 2010
 
       
Net Income attributable to the Company $(688,332) $(327,660)
Other comprehensive income(loss)        
    Currency translation adjustment  292,562   4,832 
Comprehensive income (loss)  (395,770)  (322,828)
Less: Comprehensive income attributable to non-controlling interests  4,125   395 
Comprehensive Income Attributable To the Company $(399,895) $(323,223)
See accompanying notes to condensed consolidated financial statements.
7

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))
(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the requirements for reporting on Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements. However, the information included in these interim financial information and the interim reporting requirements of Regulation S-X. They do not include all of the information and footnotes for complete consolidated financial statements as required by GAAP. In management’s opinion,reflects all adjustments (consisting onlysolely of normal recurring adjustments) consideredwhich are, in the opinion of management, necessary for athe fair presentation have been included.of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The consolidated balance sheet as of December 31, 2010 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year 2010. These interim financial statements should be read in conjunction with that report.
For further information, refer to the auditedconsolidated financial statements and notesfootnotes thereto containedincluded in the Company’s annual reportAnnual Report on Form 10-K for the year ended December 31, 2009.2010.

Use of estimates in the preparation of financial statements
The preparation of the unaudited financial statements in conformity with accounting principles generally acceptedGenerally Accepted Accounting Principles (“GAAP”) in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the datedates of the financial statements and the reported amounts of revenuesrevenue and expenses during the reporting period.periods. Actual results could differ from those estimates. EstimatesCertain of our estimates, including evaluating the collectability of accounts receivable, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that are particularly susceptible to change include assumptions used in determining the fair value of securities owned and non-readily marketable securities.

The results of operations for the six months ended June 30, 2010 are not necessarily indicative of thethese external factors could have an effect on our estimates that could cause actual results to be expected for the entire fiscal year ending December 31, 2010 or for any future period.differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

NOTE 2 - ORGANIZATION AND BUSINESS

China Solar & Clean Energy Solutions, Inc. (“China Solar”), formerly known as Deli Solar (USA) Inc. was incorporated in the State of Nevada on March 21, 1983 as Meditech Pharmaceuticals, Inc. (“Meditech”). In late 2004, the Board of Directors of Meditech contemplated a strategic reorganization with Deli Solar Holding Ltd., a corporation organized in the British Virgin Islands (“Deli Solar (BVI)”). The acquisition of Deli Solar (BVI) was accounted for as a recapitalization of Deli Solar (BVI).

On August 1, 2004, Deli Solar (BVI) purchased Bazhou Deli Solar Energy Heating Co., Ltd. (“Deli Solar (Bazhou)”), a corporation duly organized under the laws of the People’s Republic of China (“PRC”). As a result of this transaction, Deli Solar (Bazhou) became a wholly-foreign owned enterprise (“WFOE”) under PRC law on March 30, 2005. This acquisition was accounted for as a transfer of entities under common control.

Deli Solar (Bazhou) was incorporated on August 19, 1997 under the laws of the PRC. In the PRC, Ltd, or Limited, is equivalent to Inc, or Incorporated, in the United States (“US”).

On November 21, 2005 Deli Solar (Bazhou) acquired Ailiyang Solar Energy Technology Co., Ltd. (“Ailiyang”), an entity formerly controlled by the owners of Deli Solar (Bazhou). The transaction was accounted for as a transfer of entities under common control.

78

Beijing Deli Solar Technology Development Co., Ltd. (“Deli Solar (Beijing)”) was founded in 2006 and is principally engaged in solar power heater integrated construction projects in major cities in the PRC.

Deli Solar (Beijing) ownes 91.82% of Tianjin Huaneng Energy Equipment Company (“Tianjin Huaneng”), which manufactures energy saving boilers and environmental protection equipment for industrial customers.

On April 1, 2008, Beijing Deli Solar Technology Development Co., Ltd (“Deli Solar (Beijing)”) acquired 100% of Shenzhen Pengsangpu Solar Industrial Products Corporation (“SZPSP”), which is engaged in the re-sale of energy-saving related heating products such as heat pipes, heat exchangers, pressure water boilers, solar energy heaters and radiators. On July 6, 2009, Deli Solar (Beijing) entered into a termination agreement (the "Termination Agreement") with the three shareholders of SZPSP. The Termination Agreement terminates the equity purchase and complementary agreements. We accounted for SZPSP as a wholly-owned subsidiary from March 31, 2008 until March 31, 2009.

China Solar, Deli Solar (BVI), Deli Solar (Bazhou), Ailiyang, Deli Solar (Beijing) and Tianjin Huaneng are hereinafter referred to as the “Company”.

NOTE 3 - RECENTLY ISSUED ACCOUNTING STANDARDS

In January 2010,During the FASB issuedthree months ended March 31, 2011, there were no changes made to our critical accounting policies and the use of estimates. For further information, please refer to “Critical Accounting Standards Update (“ASU”) 2010-06, “improving Disclosures about Fair Value Measurements,” which clarifies certain existing requirementsPolicies” included in ASC 820 “Fair Value Measurements and Disclosures,” and required disclosures related to significant transfers between each level and additional information about Level 3 activity.  FASB ASU 2010-06 begins phasing inPART II, Item 7 of our Annual Report on Form 10-K for the first fiscal period beginning afteryear ended December 15, 2009.  The Company is currently assessing the impact on its consolidated results of operations and financial conditions.
In February 2010, the FASB issued FASB ASU 2010-09, “Subsequent Events, Amendments to Certain Recognition and Disclosure Requirements,” which clarifies certain existing evaluation and disclosure requirements in ASC 855 “Subsequent Events” related to subsequent events. FASB ASU 2010-09 requires SEC filers to evaluate subsequent events through the date in which the financial Statements are issued and are effective immediately. The new guidance does not have an effect on the Company’s consolidated results of operations and financial condition.
8
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.31, 2010.

NOTE 4-INVESTMENT IN TRUEFRAME INTERNATIONAL LTD.

During the year ended December 31, 2008 and 2009, we loaned Shenzhen Fuwaysun Technology Co., Ltd. (“Fuwaysun”) approximately $4,000,000 under two loan agreements. In October 23, 2009, our wholly owned subsidiary, Bazhou Deli Solar energy Heating Co. Ltd. (“Bazhou”), entered into an agreement with Truefame International Co. Ltd. (“Truefame”), the 55.78% indirect owner of Fuwaysun to acquire 28% of outstanding stock of Truefame in exchange for the loans of approximately $4,000,000. Truefame is a BVI company who owns 32,550,000 outstanding shares, or approximately 55.78% of AgriSolar Solutions, Inc. (“AgriSolar”). Agrisolar owns 100% of Fuweysun through other wholly owned subsidiary.

On January 8, 2010, Fuwaysun entered into a Share Exchange Agreement with AgriSolar Solutions, Inc., a Colorado corporation (“Agrisolar”). Pursuant to the terms of the Exchange Agreement, the Agrisolar agreed to acquire all of the issued and outstanding shares of common stock in Fuwaysun, in exchange for the issuance of an aggregate of up to 58,055,000 shares of the Agrisolar’s common stock to the shareholders of Fuwaysun, thereby causing Fuwaysun and its wholly-owned subsidiaries, Fuwaysun Technology (HK) Limited, a Hong Kong corporation (“FTHK”), Forboss Solar (ShenZhen) Co, Ltd, a PRC corporation (“Forboss”), and Shenzhen Fuwaysun Technology Company Limited, a PRC corporation (“Fuwaysun”) to become wholly-owned subsidiaries of the Agrisolar (the “Share Exchange”). As a result of the Share Exchange, Trueframe International Limited

is the owner of 32,550,000 shares, or approximately 55.78% of Agrisolar issued and outstanding common stock. In October, 2009, we acquiredthe loans, exclusive of RMB 1,000,000 (approximately $146,451) were converted into 28% of the outstanding equity of Truefame International Limited ("Truefame"international limited (“Truefame”), which. Trufame is a holding company that owns 55.78 % of Fuwaysun. The remaining RMB 1,000,000 is due when Fuwaysun receives adequate funding. Thus, Deli Solar (BVI) owns indirectly 15.62% of the outstanding common stock of AgriSolar Solutions, Inc. ("AGSO"), which holds Shengzhen Fuwaysun Technology Co., Ltd. ("Fuwaysun") for approximately $3,741,000. Fuwaysun is a PRC company primarily engaged

The investment in the development and production of solar pest killing lamps and transportable solar generators.The investment isTruframe has been accounted for under the equity method of accounting.method.

NOTE 5– BUSINESS DISPOSAL

9
On July 6, 2009, we entered into the Termination Agreement with the three former shareholders of SZPSP to terminate “The Equity Purchase Agreement” and “Complementary Agreement to the Equity Purchase Agreement”

The key terms of the Termination Agreement are:

Pursuant to the terms of the agreements the Company received RMB 28,800,000 and 939,364 shares of its common stock in exchange for its ownership of SZPSP.  In addition, the Company will receive a portion of the net profit, if any, of SZPSP for the year ended March 31, 2009.  No effect has been given to the profit distribution in the accompanying financial statements.

The operations of SZPSP have been presented as discontinued operations in the accompanying financial statements from the date of acquisition to the date of disposition, for the appropriate periods.

As summary of the operations of SZPSP is follows:

March 31,
2009
Revenues $1,024,103
Income before provision for income taxes from discontinued operations(501,120) 
Income tax provision11,270
Income(loss) from discontinued operation, net of tax $(512,390)

NOTE 65 - BALANCE SHEET COMPONENTS

Accounts receivable, net

The majority of the Company’s sales are on open credit terms and in accordance with terms specified in the contracts governing the relevant transactions. The Company evaluates the need of an allowance for doubtful accounts based on the aging of accounts receivable that management believes to be reasonable.

9
 
June 30,
2010
 
December 31,
2009
  
March 31,
2011
 
December 31,
2010
 
 (Unaudited)    (Unaudited)   
Accounts receivable, cost $11,544,327  $9,621,122  $10,038,057  $11,341,103 
Less : allowance for doubtful accounts  (1,561,709)  (1,553,178)   1,343,365   1,329,916 
Accounts receivable, net $9,982,618  $8,067,944  $8,694,692  $10,011,187 

Inventories:

 
June 30,
2010
 
December 31,
2009
  
March 31,
2011
 
December 31,
2010
 
 (Unaudited)    (Unaudited)   
Raw materials $      2,265,357  $1,186,188  $1,969,850  $1,992,316 
Consumables           16,844   16,358   18,665   17,804 
Work-in-process           73,018   57,357   915,198   867,726 
Finished goods        2,766,858   3,287,267   6,922,233   4,930,379 
Inventories $      5,122,077  $4,547,170  $9,825,946  $7,808,225 

Other receivables and prepayments:

  
June 30,
2010
  
December 31,
2009
 
  (Unaudited)    
Advance to suppliers $1,201,129  $555,781 
Other receivables    1,918,158     1,177,914 
Other receivables and prepayments(1) $3,119,287  $1,733,695 

(1) The amount includes the loan of RMB2, 000,000 for Xiongri. In 2006, we entered into a series of agreements with the three shareholders of Shenzhen Xiongri Solar Co., Ltd. (“Xiongri”) to purchase 60% of the entire equity interests of Xiongri for RMB2, 000,000. The three shareholders agreed to loan RMB2, 000,000 to Xiongri as working capital. We have not completed the transfer of the 60% equity interests. However，the parties came to consensus after negotiation on October 23, 2009 that the agreement shall be revoked and the three shareholders need to return RMB2, 000,000 in following two years after signed.
  
March 31,
2011
  
December 31,
2010
 
  (Unaudited)    
Advance to suppliers $1,416,901  $867,018 
Other receivables    985,666     1,499,852 
Other receivables and prepayments $2,402,567  $2,366,870 

Other payables and accrued liabilities:

 
June 30,
2010
 
December 31,
2009
  
March 31,
2011
 
December 31,
2010
 
 (Unaudited)    (Unaudited)   
Customer deposit $3,895,096  $4,488,561 
Salary payable  420,544   521,951   265,270   637,996 
Accrued expenses  221,430   226,430 
Accrued expenses and interest payable  297,786   294,009 
Other payables  2,905,996   2,551,978   2,548,185   2,577,525 
Warranty provision  1,022,132   1,016,549   1,048,498   1,038,001 
Current portion of investment payable(1)  1,329,727   1,171,709 
Totals $9,794,925  $9,977,178  $4,159,739  $4,547,531 
(1) Represents liability in connection with the acquisition of Tianjin Huaneng,

10
 
NOTE 76 - STOCKHOLDERS’ EQUITY

Common stock

During the year ended December 31, 2009, 373,566 shares of preferred stock were converted to the same number of shares of common stock.
.
During the year ended December 31, 2009, 939,364 shares of common stock were cancelled due to termination with SZPSP.

Common Stocks Held in Escrow

In connection with the private placement on February 29, 2008, the Company deposited 2,000,000 shares of common stock (“Make Good Shares”) into escrow and we are required to deliver (i) 1,000,000 of the Make Good Shares to the investors on a pro rata basis for no additional consideration in the event that the Company’s after-tax net income for the fiscal year ending December 31, 2008 is less than $4.8 million; and (ii) 1,000,000 of the Make Good Shares to the investors on a pro rata basis for no additional consideration in the event that the Company’s after-tax net income for the fiscal year ending December 31, 2009 is less than $8 million. As of December 31, 2008, the after-taxThe after tax net income target of $4.8 for the year ended December 31, 2008 and $8 million hasfor the year ended December 31, 2009 have not been met. The registration statement of 1,000,0002,000,000 of the Make Good Sharesshares to the investors was declared effective on July 20, 2009.effective.

Warrants for services

A summary of the status of the Company’s outstanding common stock warrants:

  
Number of
Shares
  
Weighted-
average
Exercise Price
  
Weighted-
average
Remaining
Contractual
Term
 
Outstanding and Exercisable at January 1, 2010  6,622,532  $2.48  2.25 years 
Granted  -   -   - 
Exercised  -   -   - 
Forfeited  -   -   - 
Expired  -   -   - 
Outstanding and Exercisable at December 31, 2010  6,622,532  $2.48  1.25 years 
Granted  -   -   - 
Exercised  -   -   - 
Forfeited  -   -   - 
Expired  -   -   - 
Outstanding and Exercisable at March 31, 2011  6,622,532   2.48  1 year 
  
Number of
Shares
  
Weighted-
average
Exercise Price
  
Weighted-
average
Remaining
Contractual
 
Outstanding and Exercisable at January 1, 2009  7,091,682  $2.76  3.53 years 
Granted  -   -   - 
Exercised  -   -   - 
Forfeited  469,150   -   - 
Expired  -   -   - 
Outstanding and Exercisable at December 31, 2009  6,622,532  $2.48  2.25 years 
Granted  -   -   - 
Exercised  -   -   - 
Forfeited  -   -   - 
Expired  1,825,719   -   - 
Outstanding and Exercisable at June 30, 2010  4,796,813   1.95  2.3 years 

NOTE 87 - INCOME TAXES

The Company is registered in the United States of America and has operations in three tax jurisdictions: the United States of America, British Virgin Island (“BVI”) and the PRC. The operations in the United States of America and British Virgin Island have incurred net operating losses for income tax purposes. The Company generated substantially all of its net income from the operation of its subsidiary in the PRC and is subject to the PRC tax jurisdiction.

11
 
NOTE 98 - SEGMENT REPORTING, GEOGRAPHICAL INFORMATION

(a) Business information

During the sixthree months ended June 30, 2010,March 31, 2011, the Company had primarily three reportable segments, (i) Solar Heater/Biomass Stove/Boiler related products, (ii) Heat pipe related productsequipments/Energy-saving projects and (iii) Building integrated energy-saving projects, under the management of Bazhou, Tianjin Huaneng, and Deli Solar (Beijing), respectively.

The Company’s revenue, gross profit and total assets by reportable segment are as follows:

Sales Revenues
  Three months ended of March 31, 
  2011  2010 
Revenue:      
Solar heater/Biomass stove/Boiler related products $348,076  $745,411 
Heat pipe related equipments/Energy-saving projects  3,171,047   3,151,003 
Building integrated energy-saving projects  32,006   - 
  $3,551,129  $3,896,414 
         
Gross profit:        
Solar heater/Biomass stove/Boiler related products $66,849  $109,721 
Heat pipe related equipments/Energy-saving projects  589,792   1,051,689 
Building integrated energy-saving projects  30,617   - 
  $687,258  $1,161,410 
 
 
Three months ended 
June 30,
  
Six months ended 
June 30,
  March 31, 2011 December 31, 2010 
 2010  2009  2010  2009 
Revenue:            
Total assets:     
Solar heater/Biomass stove/Boiler related products $1,786,423  $1,463,547  $2,531,834  $3,011,395  $20,525,084  $20,640,186 
Heat pipe related equipments/Energy-saving projects  8,920,032   11,843,316   12,071,035   13,949,263   23,522,962   22,744,744 
Building integrated energy saving projects  (528)  -   (528)  - 
Building integrated energy-saving projects  1,455,443   1,524,390 
Administration  3,022,232   2,742,341 
 $10,705,927  $13,306,863  $14,602,341  $16,960,658  $48,525,721  $47,651,661 

Gross Profit

 
Three months ended 
June 30,
 
Six months ended 
SepteJune 30,
 
 2010 2009 2010 2009 
Gross profit:        
Solar heater/Biomass stove/Boiler related products $394,908  $319,922  $504,629  $648,234 
Heat pipe related equipments/Energy-saving projects  2,597,980   2,963,104   3,649,669   3,520,606 
Building integrated energy saving projects  (528)  -   (528)  - 
  $2,992,360  $3,283,026  $4,153,770  $4,168,840 

Total assets
  
June 30,
2010
  
December 31,
2009
 
Total assets 2010  2009 
Solar heater/Biomass stove/Boiler related products $20,036,244  $17,075,566 
Heat pipe related equipments/Energy-saving projects $19,198,609  $17,210,210 
Building integrated energy saving projects $1,394,158  $1,774,920 
Discontinued operation $   $- 
Other $2,727,083  $5,004,499 
  $43,356,094  $41,065,195 

 (b) Geographic information

The Company operates in the PRC and all of the Company’s long lived assets are located in the PRC. In respect of geographical segment reporting, sales are based on the country in which the customer is located and total assets and capital expenditure are based on the country where the assets are located.

12
 
The Company’s operations are located in PRC, which is the main geographical area. The Company’s revenue, gross profit and total assets by geographical market for the sixthree months ended June30,March 31, 2011 and 2010 and 2009 are analyzed as follows:

Revenue
  Three months ended of March 31, 
  2011  2010 
PRC $3,532,480  $3,325,501 
Other markets  18,649   570,913 
  $3,551,129  $3,896,414 
         
Gross profit:        
PRC $682,237  $902,350 
Other markets  5,021   259,060 
  $687,258  $1,161,410 

 
Three months ended 
June 30,
 
Six months ended 
SepteJune 30,
 
 2010 2009 2010 2009 
Revenue:        
PRC $9,840,185  $13,051,551  $13,165,686  $16,558,795 
Others  865,742   255,312   1,436,655   401,863 
  $10,705,927  $13,306,863  $14,602,341  $16,960,658 
Gross profit
 
Three months ended 
June 30,
 
Six months ended 
SepteJune 30,
 
 2010 2009 2010 2009 
Gross profit:        
PRC $2,764,919  $3,058,071  $3,667,269  $3,915,410 
Others  227,441   224,955   486,501   253,430 
  $2,992,360  $3,283,026  $4,153,770  $4,168,840 

Total assets

June 30, December 31, 
2010 2009  March 31, 2011 December 31,2010 
Total assets:         
PRC $43,048,967  $37,720,553  $48,506,401  $47,629,861 
Others $307,127  $3,344,642 
Other markets  19,320   21,800 
 $43,356,094  $41,065,195  $48,525,721  $47,651,661 

13
 
CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
NOTE 10 –NET INCOME PER SHARE

The following table sets forth the computation of basic and diluted net income per share for the six months ended June 30, 2010 and 2009:

 
Three months ended 
June 30,
 
Six months ended 
SepteJune 30,
 
 2010  2009 2010  2009 
Basic and diluted net income per share calculation          
           
Numerator:          
Net income from continuing operations $1,074,826  $2,506,647  $747,166  $1,789,813 
Net (loss) income from discontinued operation  -   -   -   (512,390)
  $1,074,826  $2,506,647  $747,166  $1,277,423 
Denominator: - Weighted average ordinary shares outstanding – Basic and Diluted  15,233,652   16,173,016   15,233,652   16,123,921 

NOTE 119 - SUBSEQUENT EVENT

The Company has evaluated subsequent events after the balance sheet date through the financial statements were issued , there are no subsequent events that are required to be recorded or disclosed in the accompanying interim financial statements.

14
Item 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Information — this item includes “forward-looking statements”. All statements, other than statements of historical facts, included in this item regarding the Company's financial position, business strategy and plans and objectives of management of the Company for future operations are forward-looking statements. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to materially differ from such statements. While the Company believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors, especially the timing and magnitude of technological advances; the prospects for future acquisitions; the competition in the solar water heaters and boilers industry and the impact of such competition on pricing, revenues and margins; uncertainties surrounding budget reductions or changes in funding priorities of existing government programs and the cost of attracting and retaining highly skilled personnel.

COMPANY OVERVIEW

We are engaged in the solar and renewable energy business in the PRC. Our business is conducted through our wholly-owned PRC based operating subsidiaries, Bazhou Deli Solar, Beijing Deli Solar, and our indirect subsidiary Tianjin Huaneng (majority owned).

The Company has three reportable segments: (i) Solar Heater/Biomass Stove/Boiler related products, (ii) Heat pipe related products and (iii) Building integrated energy-saving projects, under the management of Bazhou, Tianjin Huaneng, and Deli Solar (Beijing), respectively.

Deli Solar (Bazhou) designs, manufactures and sells renewable energy systems to produce hot water and for space heating in the PRC. Bazhou Deli Solar’s principal products are solar hot water heaters and multifunctional space heaters, including coal-fired boilers for residential use. Bazhou Deli Solar also sells component parts for its products and provides after-sales maintenance and repair services.

Deli Solar (Beijing) is principally engaged in building integrated energy-saving projects in major cities in the PRC, including Beijing.

Tianjin Huaneng manufactures heating products such as heating pipes, heat exchangers, specialty heating pipes and tubes, high temperature hot blast boilers, heating filters, normal pressure water boilers, solar energy water heaters and radiators.

Approximately 17.34%9.8% of our net revenue for the sixthree months ended June 30, 2010March 31, 2011 was derived from sales of our solar heater/biomass stove/boiler related products, and 82.66%89.3% from sales of our heat pipe related equipment/energy-saving projects, and 0.9% from sales of our building integrated energy projects, respectively. Approximately 90.16%99.5% and 9.84%0.5% of our net revenues for the sixthree months ended June 30, 2010,March 31, 2011, were derived from sales made inside the PRC and outside the PRC, respectively.

RESULTS OF OPERATIONS

Results of Operations for the Three months ended June 30,March 31, 2011 Compared to Three Months ended March 31, 2010 compared to three months ended June 30, 2009

Sales RevenuesRevenue

Three months ended 
June 30,
  
Three months ended
March 31
 
2010 2009 
Revenue:    
Revenue  2011 2010 
Solar heater/Biomass stove/Boiler related products $1,786,423  $1,463,547  $348,076  $745,411 
Heat pipe related equipments/Energy-saving projects  8,920,032   11,843,316   3,171,047   3,151,003 
Building integrated energy saving projects  (528)  - 
 $10,705,927  $13,306,863 
Building integrated energy-saving projects  32,006  - 
total $3,551,129  $3,896,414 

15
Overall: Sales revenue for the three months ended June 30, 2010March 31, 2011 were $10,705,927$3,551,129 as compared to $13,306,863$3,896,414 for the three months ended June 30, 2009,March 31, 2010, a decrease of $2,600,936$345,285 or 19.55%8.9%. The decrease in sales was primarily attributabledue to the declinedecrease in revenue from our heatsolar heater/biomass stove/Boiler related products.
Heat pipe related equipments/Energy-saving projects underprojects: Sales revenue for the managementthree months ended March 31, 2011 was $3,171,047 compared to $3,151,003 for the three months ended March 31, 2010. a increase of Tian Jin Hua Neng.$20,044 or 0.6%.

Solar heater/Biomass stove/Boiler related products: Sales revenue for these products for the three months ended June 30, 2010March 31, 2011 were $1,786,423$348,076 as compared to $1,463,547$745,411 for the three months ended June 30, 2009,March 31, 2010, a increasedecrease of $322,876$397,335 or 22.06%53.3%. The increasedecrease in sales revenue derived from solar heaters/biomass stove/boiler related products was due to strong competition. We expect there is still fierce competition in the increasing demand formarket of solar heater related products in the second quarter this year.2011.
 
15
Gross Profit
 
  
Three months ended
March 31
 
Gross profit 2011  2010 
Solar heater/Biomass stove/Boiler related products $66,849   $109,721 
Heat pipe related equipments/Energy-saving projects  589,792   1,051,689 
Building integrated energy-saving projects  30,617   - 
  $687,258   $1,161,410 

Overall: Gross profit for the three months ended March 31, 2011 was $687,258 as compared to $1,161,410 for the three months ended March 31, 2010, a decrease of $474,152 of 40.8%. The decrease was primarily due to the decrease in gross profit from heat pipe related equipments and energy-saving projects.
Heat pipe related equipments/Energy-saving projects: Sales revenueGross profit for the three months ended June 30, 2010 was $8,920,032March 31, 2011was $589,792 as compared to $11,843,316$1,051,689 for the three months ended June 30, 2009,March 31, 2010, a decrease of $2,923,284 or 24.68%, because we pay little attention to small orders this year. No enough attention to mini-orders results$461,897 of 43.9%. The decrease in the decrease of sales in the past six months .However, we believe that newgross profit from heat pipe related equipments and large order clients will increase, which will leadenergy-saving projects was due to the increase of sales volume in the next half year.cost.

Gross Profit

 
Three months ended 
June 30,
 
 2010 2009 
Gross profit:    
Solar heater/Biomass stove/Boiler related products $394,908  $319,922 
Heat pipe related equipments/Energy-saving projects  2,597,980   2,963,104 
Building integrated energy saving projects  (528)  - 
  $2,992,360  $3,283,026 
 
Overall: Gross profit margin for the three months ended June 30, 2010 increased by approximately 3.28% to 27.95%, as compared to 24.67% for the three months ended June 30, 2009. This was primarily due to the increase in sales prices of our heat pipe related equipments.
Solar heater/Biomass stove/Boiler related products: Gross profit margin for the three months ended June 30, 2010 was approximately 22.11%, a slight increase of 0.25%March 31, 2011was $66,849 as compared to 21.86%$109,721 for the three months ended June 30, 2009.

Heat pipeMarch 31, 2010, a decrease of $42,872 of 39.1%. The decrease in gross profit from solar heaters/biomass stove/boiler related equipments/Energy-saving projects: Gross profit margin for the three months ended June 30, 2010products was approximately 29.13%, a increase of 4.11% from 25.02% for the three months ended June 30, 2009 due to an increasestrong competition. We expect there is still fierce competition in the sale prices.market of solar heater related products in 2011.

Operating Expenses

Operating expenses for the three months ended June 30, 2010March 31, 2011 were $ 1,528,696,$1,207,818, as compared to $ 1,234,781$1,346,347 for the three months ended June 30, 2009, an increaseMarch 31, 2010, a decrease of $ 293,915,$138,529, or 23.80%10.3%. The overall increasedecrease in operating expenses was primarily due to the increase in the wagescompression of the staff under the management of Tianjin Huaneng.general and administrative.

Depreciation and amortization expenses increased to $ 104,311$126,182 for the three months ended June 30, 2010, a increase of $ 1,026March 31, 2011, or 0.99%3.0%, from $ 103,285$122,513 for the three months ended June 30, 2009,March 31, 2010, primarily as a result of the increase of our manufacturing equipment and building.

Selling and distribution expenses increased to $ 729,260$675,120 for the three months ended June 30, 2010, a increase of $ 248,673March 31, 2011, or 51.74%7.7%, from $ 480,587$627,069 for the three months ended June 30, 2009, because we have improved the marketing personnel's wage level this year.

General and administrative expenses were $ 695,125 for the three months ended June 30,March 31, 2010, (or approximately 6.49% of sales) compared to $ 650,909 (or approximately 4.89% of sales) for the three months ended June 30, 2009, a increase of 6.79%, because we have improved the wages level of management staff this year.

Net Income

Net income was $ 1,074,826 for the three months ended June 30, 2010, compared to $ 2,506,647 for the three months ended June 30, 2009. The decrease in net income was mainlyprimarily due to the gain on disposal of SZPSP last year and the increase in the wages of the staff under the management of Tianjin Huaneng.

Six months ended June 30, 2010 compared to six months ended June 30, 2009

Sales Revenue

 
Six months ended 
June 30,
 
 2010 2009 
Revenue:    
Solar heater/Biomass stove/Boiler related products $2,531,834  $3,011,395 
Heat pipe related equipments/Energy-saving projects  12,071,035   13,949,263 
building integrated energy saving projects  (528)  - 
  $14,602,341  $16,960,658 
transportation cost.

16
Overall: Sales revenue for the six months ended June 30, 2010 were $14,602,341 as compared to $16,960,658 for the six months ended June 30, 2009, a decrease of $2,358,317 or 13.90%. The decrease in sales was primarily attributable to the decline in revenue from our heat pipe related equipments/Energy-saving projects under the management of Tian Jin Hua Neng.

Solar heater/Biomass stove/Boiler related products: Sales revenue for these products for the six months ended June 30, 2010 were $2,531,834 as compared to $3,011,395 for the six months ended June 30, 2009, a decrease of $479,561 or 15.92%. The decrease in sales revenue derived from solar heaters/biomass stove/boiler related products was due to strong competition. Moreover, we are foreign invested enterprise and can not get access to China favorable policy or “China’s Home Appliance Subsidy Program For Rual Areas” as is called for domestic enterprises.

Heat pipe related equipments/Energy-saving projects: Sales revenue for the six months ended June 30, 2010 was $ 12,071,035 compared to $13,949,263 for the six months ended June 30, 2009, a decrease of $1,878,228 or 13.46%. The decrease in sales was because we pay little attention to small orders this year. No enough attention to mini-orders results in the decrease of sales in the past six months .However, we believe that new and large order clients will increase, which will lead to the increase of sales volume in the next half year.
Gross Profit
 
Six months ended
 June 30,
 
 2010 2009 
Gross profit:    
Solar heater/Biomass stove/Boiler related products $504,629  $648,234 
Heat pipe related equipments/Energy-saving projects  3,649,669   3,520,606 
building integrated energy saving projects  (528)  - 
  $4,153,770  $4,168,840 

Overall: Gross profit margin for the six months ended June 30, 2010 increased by approximately 3.87% to 28.45%, as compared to 24.58% for the six months ended June 30, 2009. This was primarily due to the increase in sales volume and prices of our heat pipe related equipments.

Solar heater/Biomass stove/Boiler related products: Gross profit margin for the six months ended June 30, 2010 was approximately 19.93%, as compared to 21.53% for the six months ended June 30, 2009. This was primarily due to weak market in which we had to sell our products in lower price.

Heat pipe related equipments/Energy-saving projects: Gross profit margin for six months ended June 30, 2010 was approximately 30.23% as compared to 25.24% from the six months ended June 30, 2009, an increase of 5.00%.The increase is mainly due to an increase in the sale prices.

Operating Expenses

Operating expenses for the six months ended June 30, 2010 were $ 2,874,939, as compared to $ 2,782,513 for the six months ended June 30, 2009, an increase of $ 92,426, or 3.32%. The overall increase in operating expenses was primarily due to increase of salary expense.
Depreciation and amortization expenses increased to $ 226,824 for the six months ended June 30, or 18.20%, from $ 191,906 for the six months ended June 30, 2009, primarily as a result of the increase of our manufacturing equipment and building.

Selling and distribution expenses increased to $ 1,356,329 for the six months ended June 30, or 30.41%, from $ 1,040,072 for six months ended June 30, 2009, because we have improved the marketing personnel's wage level this year. 
17
 
General and administrative expenses were $ 1,291,786$406,516 for the sixthree months ended June 30, 2010March 31, 2011 (or approximately 8.8%11.4% of sales) compared to $ 1,550,535$596,765 (or approximately 9.14%15.3% of sales) for the sixthree months ended June 30, 2009,March 31, 2010, a decrease of 16.69%31.9%. The decrease was primarily due to the compression of daily operation cost.expenses.

Net Income (loss)

Net incomeloss was $ 747,166$688,332 for the sixthree months ended June 30, 2010,March 31, 2011, compared to the net income of $ 1,277,423$327,660 for the sixthree months ended June 30, 2009,March 31, 2010, primarily due to increasethe decrease of salary expense and strong competition.gross profit.

LIQUIDITY AND CAPITAL RESOURCES

Net cash usedprovided by operating activities was $ 2,143,894$762,904 for the sixthree months ended June 30, 2010,March 31, 2011, while net cash provided byused in our operating activities was $ 3,599$1,433,190 for the sixthree months ended June 30, 2009.March 31, 2010, primarily due to the collection of accounts receivable of Tianjin Huaneng in Q1, 2011.

Net cash used by investing activities was $ 117,516$6,323 for the sixthree months ended June 30, 2010,March 31, 2011, compared with net cash provided byused in investing activities in the amount of $ 199,174$110,255 for the sixthree months ended June 30, 2009.March 31, 2010, primarily due to no large fixed assets to purchase and major investment in Q1, 2011.

Net cash providedused by financing activities was $ 732,732$762,614 for the sixthree months ended June 30, 2010,March 31, 2011, compared with net cash provided byused in financing activities in the amount of $ 51,231$0 for the sixthree months ended June 30, 2009.March 31, 2010, primarily due to the short-term bank loan to return in Tianjin Huaneng in Q1 2011.

We believe that current cash flow is sufficient to meet anticipated working capital and capital expenditures for at least the next twelve months. We may require additional cash for further development of business, including any investments or acquisitions we may decide to pursue. However, we cannot assure you that such funding will be available.

Cash

Cash and cash equivalents decreasedslightly increased to $ 3,596,126$5,092,023 as of June 30, 2010,March 31, 2011, compared to $4,980,717$5,048,133 as of December 31, 2009, primarily as a result of the increase in the operating activities in the second quarter of 2010.

Accounts Receivable

Accounts receivable increaseddecreased to $9,982,618$8,694,692 as of June 30, 2010,March 31, 2011, from $8,067,944$10,011,187 as of December 31, 2009,2010, primarily due to Tian Jin Hua Neng.the collection of accounts receivable of Tianjin Huaneng.

Inventory

Inventories increased to $ 5,122,077$9,825,946 as of June 30, 2010,March 31, 2011, as compared to $4,547,170$7,808,225 as of December 31, 2009, 2010,primarily due to the increase of raw materials considering the rise of the domestic steel prices. Tianjin Huaneng’s sales order.

Other Receivables and Prepayments

Other receivables and prepayments slightly increased to $ 3,119,287$2,402,567 as of June 30, 2010,March 31, 2011, compared to $1,733,695$2,366,870 as of December 31, 2009, primarily due to the increase of temporary turnover.2010.

1817
 
Accounts Payable

Accounts payable increaseddecreased to $ 1,602,749$2,640,785 as of June 30, 2010,March 31, 2011, compared to $1,601,002$3,004,454 as of December 31, 2009.2010. This increasedecrease was due to the increasedecrease in raw materials.

Other Payables and Accrued Liabilities

Other payables and accrued liabilities slightly decreased to $ 9,794,925$4,159,739 as of June 30, 2010March 31, 2011 from $9,977,178$4,547,531 as of December 31, 2009.2010.

OFF-BALANCE SHEET ARRANGEMENTSOff-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.
 
Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.
 
Item 4T. 4. 
CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report for the quarter ended June 30, 2010March 31, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II —- OTHER INFORMATION
 
Item 1.6. 
LEGAL PROCEEDINGS
Exhibits.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 1A.RISK FACTORS
 
Not applicable.
Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.

Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4.REMOVED AND RESERVED
Item 5.OTHER INFORMATION
RESTATEMENT ON CONSOLIDATED FINANCIAL STATEMENTS

The following are the reasons the restatement is required.

The acquisition of the additional 29.97% interest in Tianjin Hua Neng Energy Equipment Company on October 27, 2009 was not properly recorded. As disclosed in Note 4 to the financial statements of 2008, the Registrant paid $515,026 at the completion of the agreement with the remainder, aggregating approximately $1,047,611 plus interest to be paid over the next three years. We only recorded the amount actually paid and did not record the corresponding debt. In addition there 1,000,000 warrants to purchase the company’s common stock were issued as part of the purchase price and were not valued and included as additional purchase price.

The using right of building of Deli Solar (Beijing) will expire in August, 2011. But the Company never depreciated for it. So the Company decided to correct it.

After further analysis of the Company’s revenue recognition policy, it has decided to change the revenue recognition of its consolidated subsidiary Tianjin Hua Neng. The Company will make the appropriate entries to properly record the revenue and associated costs of revenue.

The following is a summary of the effects of the restatement on the company’s consolidated financial statements.

  As of June 30, 2009 
  as previously reported  as restated 
ASSETS    
Accounts receivable, net $8,457,470  $8,457,470 
Inventories    2,701,654   2,701,654 
Total current assets    21,526,868   21,526,868 
Property, plant and equipment, net    14,108,704   13,891,893 
Goodwill    1,910,509   1,966,118 
Total assets    39,214,410   39,053,208 
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  As of June 30, 2009 
  as previously reported  as restated 
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Current liabilities:    
Income tax payables    2,336,230   2,336,230 
Other payables and accrued liabilities    5,149,009   6,320,987 
Total current liabilities    10,513,980   11,685,958 
Long-term debt   -   286,483 
Minority interests    1,842,962   333,256 
Stockholders’ equity:        
Additional paid-in capital    22,966,404   23,073,258 
Retained earnings    3,520,184   3,303,373 
Total stockholders’ equity    26,857,468   26,747,511 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $39,214,410  $39,053,208 
  
For six months ended
June 30,2009
 
  as previously reported  as restated 
Revenue, net $14,775,569  $16,960,658 
Cost of revenue    11,729,756   12,791,818 
Gross profit    3,045,813   4,168,840 
Depreciation and amortization    191,906   191,906 
Total operating expenses    2,782,513   2,782,513 
Income from operations    263,300   1,386,327 
Income before income taxes    (392,550)  1,562,710 
Net income    353,134   1,363,972 
Net income available to common stockholders $154,396  $1,277,423 
Net income per share – basic and diluted $0.01  $0.08 
  
For three months ended
 June 30, 2009
 
  as previously reported  as restated 
Revenue, net $9,659,248   13,306,863 
Cost of revenue    7,787,925   10,023,837 
Gross profit    1,871,323   3,283,026 
Depreciation and amortization    103,285   103,285 
Total operating expenses    1,234,781   1,234,781 
Income from operations    636,542   2,048,245 
Income before income taxes    615,327   2,756,325 
Net income    442,192   2,583,190 
Net income available to common stockholders $1,094,945   2,506,647 
Net income per share – basic and diluted $0.07  $0.16 

Item 6.EXHIBITS.
Exhibit
No.
Number		 Document Description
31.1 Certification of the Chief Executive Officer pursuantPursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2 Certification of the Chief Financial Officer pursuantPursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

2119
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 China Solar
CHINA SOLAR & Clean Energy Solutions, Inc.CLEAN ENERGY SOLUTIONS, INC.
 
    
AugustDate: May 16, 20102011
By:
/s/ Deli Du 
  Deli Du 
  Chief Executive Officer, President and PresidentDirector 
  (Principal Executive Officer) 
 
August
Date: May 16, 20102011
By:
/s/ Fangsong ZhengYang Mu
 
  Fangsong Zheng
Yang Mu
 
  Acting
Chief Financial Officer
 
   (Principal
(Principal Financial and Accounting Officer)
 
 
2220
  
Exhibit Index
Exhibit
No.
Document Description
31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

23